The degree of specificity of the invitation to the shareholders’ meeting of the limited liability company.

Publication / 15.03.2023

On March 6, 2023. The Court of Appeals in Łódź issued a judgment in the case under file ref. no. I AGa 63/22, in which it addressed the issue of the degree of appropriate detail of the invitation to attend a shareholders’ meeting when it comes to indicating the place of the meeting (Article 238 § 2 of the Code of Commercial Companies). This detail is important for assessing whether the meeting was properly convened and, consequently, whether a resolution adopted by such a meeting formally complies with the law, or whether it can be successfully challenged by an action for annulment.

According to the court, the place of the meeting should be specified by stating the city, street, house number, premises number, possibly adding the name of the institution in which building (premises) the meeting will be held (if it is not the company’s premises). The court stressed that information about the place of the meeting should be adequately specific. Greater specificity depends on whether the building is multi-story and whether it has numbered premises. Provided that the latter condition is met, it is sufficient in principle to specify the number of the premises where the meeting will be held (possibly with an indication of the floor), otherwise it will be necessary to indicate the premises in a descriptive manner (e.g., a conference room on a particular floor or a hall in a facility with a specific number).

In the opinion of the Court, compliance with the above requirement, as a rule, will not be the indication of the company’s registered office as the place of the meeting. Such indication of the place of the meeting constitutes a defect in its convening, and this justifies an action for a declaration of invalidity of the resolution (Article 252 § 1 of the Code of Commercial Companies) by a shareholder absent from the meeting (Article 250 item 4 of the Code of Commercial Companies), unless the content of the notice does not raise doubts among the addressees as to the location of the meeting, e.g. when such a method of indicating the location of the meeting was already established practice in a given company, and the shareholders clearly identified the concept of the company’s headquarters with the specific building in which the company operates.

It should be added that, in the opinion of the Court of Appeals, a violation of the procedure of convening a meeting, consisting in too little detail as to the determination of the place of the meeting, belongs to this type of failure, which is always significant from the point of view of the content of the adopted resolution (could have had a significant impact on the content of the adopted resolution). In such a case, even if the meeting – as a result of the defective determination of the place of the meeting – was not attended by shareholders who have too small share in the share capital to determine the outcome of the vote (i.e., their presence at the meeting would not have changed the outcome of the vote), the adopted resolution may still be successfully challenged by an action for annulment, citing a violation of Article 238 § 2 of the CCC.